Terms of Use and End User License Agreement

Last Updated on March 10, 2016. Welcome to AltusLearn. These Terms of Use and End User License Agreement (“Terms”) apply to the AltusLearn website (currently, www.altuslearn.com), related mobile software applications, and the AltusLearn media player as it may be embodied on third party sites (collectively, the “Service”). “AltusCampus,” “we” or “us” refers to AltusCampus Inc. “You” refers to the user of or visitor to the Service, including Enterprise Users (as defined below). The Terms incorporate by this reference the terms of our Privacy Policy and also, in the case of Enterprise users, any applicable order forms. Your use of the Service is governed by the Terms regardless of how you access the Service. Additional terms and conditions may also apply to specific services or features of the Service, including promotions, or other similar features; such additional terms and conditions are considered incorporated into the Terms. By accessing or using the Service, you acknowledge that you have read, understood and agree to the Terms. If you do not agree to the Terms and our Privacy Policy, you are not authorized to use or access the Service. Changes to the Terms We may make changes to the Terms from time to time and at any time without notice to you by posting modifications to the Terms at the Service. By using the Service following such changes, you agree to be bound by such changes. Please check the Service periodically to familiarize yourself with any changes that may have been made to the Terms. You can determine when the Terms were last changed by checking the “Last Updated” reference above. User Eligibility You represent that you (i) are either at least 18 years old, an emancipated minor, or you have the consent of your parent or legal guardian, and (ii) have the legal right and capacity to agree to and abide by these Terms. Proprietary Rights The Service and all content provided on or via the Service (including without limitation, Content) is either owned or used under license by AltusCampus and is protected by U.S. and international copyright and other intellectual property laws. Any rights not expressly granted to you in these Terms are reserved by us and our licensors. Use of Service; Restrictions Certain continuing medical education or other content is made available through the Service (the “Content”). The terms on which each item of Content is available to you (“Content Rules”) is set forth in an applicable product detail page. For example, Content Rules for a particular item of Content may identify the price of the license and the period of time in which you may access and view the Content. Subject to your compliance with the Terms and the payment of all applicable fees, we grant you a personal, limited, non-exclusive license to access and view the Content for which you have acquired a license (or for which your organization or another party has acquired a license for you) on a streaming-only basis in accordance with the applicable Content Rules solely for your personal educational and training purposes. Except for the foregoing limited license, all rights in the Content are reserved by us and our licensors. Any other use of the Content, including without limitation the public performance or display of any Content, is strictly prohibited. Without limiting any other restrictions in the terms, you agree not to: (i) download, reproduce or copy any Content, other than cached downloads which are necessary to enable your streaming of Content in accordance with the limited license above; (ii) modify, revise, translate or create any derivative works of the Service or any of the Content; (iii) decompile, reverse engineer, disassemble or otherwise attempt to derive the source code for the Service or Content or any other content available through the Service; (iv) circumvent or attempt to circumvent any copyright controls or protections in the Service or any Content; (v) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Service or any Content; (vi) remove or alter any proprietary notices, legends, symbols or labels in the Service or Content, including, but not limited to, any trademark or copyright notices; (vii) transmit a virus or other destructive mechanisms to the Service or Service users; (viii) interfere with the proper operation of the Service; (ix) create a database by systematically downloading and storing content available from the Service; (x) use an automated search / retrieval application (e.g., a robot or spider) or device to access, scrape, data mine, or index the Service or any portion of the Service without our express written consent; (xi) take any action that damages the Service or imposes an unreasonable or large load on the Service or makes excessive traffic demands of the Service; (xii) attempt to gain unauthorized access to the Service; (xiii) use the Service or Content in any way that violates any applicable laws, rules, regulations or ordinances; (xiv) use the Service or Content in any manner which restricts or inhibits anyone’s use or enjoyment of the Service or Content; or (xv) frame or mirror the Service or any Content. The Content and all other features, attributes or aspects of the Service are subject to change, modification, additions or deletions at any time without notice in our sole discretion. We may suspend or discontinue the Service at any time without notice or liability to you. We reserve the right to remove Content from the Service at any time in our sole discretion without any notice or liability to you, even if the Content (including Content for which you or your organization have paid for you to access and view) is removed from the Service before you have had a chance to view it. In order to access and use the Service, you will need an Internet connection and a compatible device that meet performance and system specifications that we establish from time to time. You are responsible for all Internet access and data charges, and for obtaining a compatible device. You acknowledge that the quality of streamed Content will vary depending on your device and Internet connection quality. Your Responsibilities You agree to comply with our Privacy Policy, the Terms, and all applicable laws and regulations, including, but not limited to, those related to copyright, trademark, other intellectual property rights, data privacy, international communications, import and export regulations and tax laws and regulations. You agree to notify us promptly if you suspect unauthorized use of your account. AltusLearn cannot and will not be liable for any loss or damage arising from the unauthorized use of your account. You further agree to notify us immediately in the event you become subject to any lawful order or process that would prohibit or limit your use of the Service. As a condition of your use of this Service, you warrant to us that you will not use the Service for any purpose that is unlawful or prohibited by our Privacy Policy or these Terms. You may not allow others to access your account with the Service. You acknowledge that the Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability to you. You agree that these Terms and any rights or obligations arising under these Terms may not be assigned by you, although we may make assignments without restriction. Enterprise Users If you are a group, institution, organization, or any other entity or person that has purchased access to the Service and the Content for a certain number of individual users (including, without limitation, your employees or members) on an enterprise basis (collectively, “Enterprise Users”), then you, in addition to those users, shall be subject to all of these Terms. Notwithstanding anything set forth herein, an Enterprise User shall notify its users of the Service that (i) Content may only be accessed by such users through the Service, (ii) users may not allow third parties to access the Content, and (iii) users must comply with all of these Terms. Enterprise Users will ensure that each of its users has password protected access to the Service and that access to the Content will be limited and not be distributed in any manner that is inconsistent with these Terms. Enterprise Users shall be solely responsible for (i) limiting its users’ access per these Terms, and (ii) determining who has access to the Content under these Terms. Enterprise Users must promptly terminate access to the Service and Content for any of its users who no longer work for or are associated with the Enterprise User. Failure to do so by Enterprise User shall be grounds for termination of these Terms or access and use of the Service and Content, in each case at AltusLearn’ sole discretion. Fees and Payment Access to some features or Content on the Service require payment from you or an organization which has arranged with us to permit your access and use of such features and Content. All payments made by you to us are non-refundable. You hereby acknowledge and agree that the applicable fees for Content are payable in advance for each license acquired hereunder and will be charged whether you ultimately view or use the applicable Content or not. You are responsible for any taxes, including personal property taxes or sales taxes, resulting from your use of the Services. You acknowledge that fees may change from time to time on the Service. You agree to pay all attorneys’ and collection fees arising from efforts to collect any past due amounts from you. Communications with Us By sending us any ideas, comments, suggestions, questions or other material, you grant us an unrestricted, royalty-free, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute such material in any manner, including in connection with our business, and you also agree that we are free to use any ideas, concepts, know-how or techniques that you send us for any purpose. You agree that no comments or other information submitted by you to us will violate any personal or proprietary right of any third party (including, without limitation, copyright, trademark or trade secret rights). You agree that you shall remain solely liable for the contents of any comments or other information submitted by you to us. You also agree that we are under no obligations of confidentiality, whether express or implied, with respect to any ideas, comments, suggestions, questions or other material you send us. User Account, Password, and Security To complete your registration for the Service, you will provide, among other information, your name, email address and a password. Additional information, such as your billing address and payment card information, will be needed to make a purchase on the Service. You agree that all information you provide to us will be true, complete and accurate and represent that you have the right to provide such information. You are responsible for maintaining the confidentiality of your password and account, and are responsible for all activities that occur under your password or account. You will not share your credentials to access and use the Service (including, without limitation, passwords) with anyone. Enterprise Users will not allow multiple users to share account credentials, and will not exceed any user quantity limitations set forth in an applicable order form. Third Party Sites The Service may include links to websites or applications operated by third parties. We make no representations or warranties whatsoever about any third party websites or applications that you may access or download through the Service. Your use of such sites or applications is at your own risk. Links to third party websites and applications do not mean that AltusCampus endorses or accepts any responsibility for the content, or the use, of the linked websites or applications. Indemnity You agree to indemnify, defend, and hold harmless AltusCampus, its affiliates, licensors and service providers, and their respective officers, directors, employees, agents, representatives, suppliers, content and service providers, successors and assigns from and against all claims, losses, expenses, damages, liabilities and costs (including reasonable attorneys’ fees) arising from or related to your use of the Content or Service, your violation of the Terms, or your violation of any law or any third party rights. Disclaimers; Limitation of Liability THE SERVICE, ITS CONTENTS (INCLUDING CONTENT) AND THE PRODUCTS AND SERVICES AVAILABLE ON THE SERVICE ARE PROVIDED ON AND “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALTUS CAMPUS, ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SERVICE, ITS CONTENTS (INCLUDING CONTENT), ITS USES AND THE PRODUCTS AND SERVICES OFFERED ON THE SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY AND FREEDOM FROM COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. ALTUS CAMPUS DOES NOT REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT YOUR USE OF THE SERVICE AND CONTENT IS AT YOUR OWN RISK AND THAT YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SAME. THE FOREGOING APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW AND DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN NO EVENT SHALL ALTUSCAMPUS, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, CONTENT OR SERVICE PROVIDERS, SUCCESSORS OR ASSIGNS BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, COMPENSATORY, SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES EVEN IF MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE OR PERFORMANCE OF THE SERVICE, ANY MATERIALS AT THE SERVICE, ANY PRODUCTS OR SERVICES AVAILABLE AT THE SERVICE, OR ANY LOST DATA. YOUR ONLY REMEDY AGAINST US, OUR AFFILIATES, LICENSORS AND SERVICE PROVIDERS IN CONNECTION WITH THE SERVICE OR ANY CONTENT, MATERIALS, PRODUCTS OR SERVICES AVAILABLE AT OR THROUGH THE SERVICE IS TO STOP USING THE SERVICE. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU EXCEED $100. THE FOREGOING APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. Applicable Law All matters relating to the Service, these Terms, or any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to, these Terms or the Service shall be instituted exclusively in the state or federal courts of Dane County, Wisconsin. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. Waiver; Severability No delay or omission by us in exercising any right under these Terms will operate as a waiver of that or any other right. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent permitted by law and the remaining provisions of the Terms will continue in full force and effect. Termination We may close your account, suspend your ability to use all or certain portions of the Service, or ban you altogether from the Service without liability or notice to you if you are, or if we suspect you are, in violation of the Terms or using the Service or any Content illegally or improperly. Any such action could prevent you from accessing the Service or any other related information. In the event an organization has arranged with us for your use of and access to the Service or any Content, and such organization has breached its obligations to us, we may suspend or close your account. The sections of the Terms that are intended to survive or by their nature are continuing, including but not limited to those set forth in the sections of the Terms entitled Proprietary Rights, Communications with Us, Indemnity, Disclaimers; Limitations of Liability, Applicable Law, Waiver; Severability will remain in effect even after your account or ability to access the Service is terminated.